CNB FINANCIAL SERVICES, INC.
AND
CNB BANK, INC.
 ETHICAL STANDARDS AND CODE OF ETHICS
   1.
    
    Confidential Information:
 a.
    
    Confidential information with respect to CNB, its customers and suppliers, acquired by
an employee through his/her employment is considered to be privileged and must be held in
the strictest confidence. It is to be used solely for Bank purposes and not as a basis for
personal gain by the employee. In no case shall such information be transmitted to persons
outside of CNB, including family of employees, or even to other employees of CNB who do not
need to know such information to discharge their duties as employees. The restrictions in
this paragraph shall also apply to the reports and statements prepared for use in CNBs
business and not generally released.b.
    
    Financial information regarding CNB and its customers is not to be released to any
person unless it has been published in reports to the shareholders or otherwise made
generally available to the public. Any questions regarding disclosure of confidential
information should be reviewed prior to disclosure with a department supervisor and/or the
President or the Executive Vice President COO in accordance with established existing
procedures.
 2.
    
    Insider Information:Insider information is nonpublic material information. The test or materiality is that the
information is sufficiently important that it could be expected to affect the judgment of
investors whether to buy, sell, or hold stock and, if generally known, would affect materially
the market price of stock. Insider information should not be disclosed without prior
consultation with the President/CEO. An employee for his/her own gain must not use insider
information. Attention is also called to the fact that the use or transmittal of insider
information could subject the employee and/or CNB to liability under federal securities laws.3.
    
    Personal Investments and Loans:
 a.
    
    Employees shall disclose to their supervisor whenever they or their immediate families
have an ownership or beneficial direct or indirect interest in, or are borrowing from,
customers, related companies or suppliers of CNB.b.
    
    Employees are welcome and encouraged to invest in CNB stock or other types of
investments. However, no employee shall engage in such transactions, or enable others to
do so; as a result of material insider information obtained either through employment with
CNB or from any other source.c.
    
    Employees should not engage in unwarranted speculation.




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d.
    
    Employees will not accept offers, which come to them because of their position or make
investments at terms more favorable than those generally available.e.
    
    Employees will not deprive CNB of a business opportunity for personal gain.
 4.
    
    Borrowing From or Lending to Suppliers or Customers:
 a.
    
    Employees are not to borrow from customers, brokers, or suppliers of CNB, other than
recognized lending institutions or members of the employees immediate family. The term
borrow does not include a purchase from a customer or supplier resulting in an extension
of credit in a normal course of business, such as a department store.b.
    
    Under no circumstances shall an employee cosign, endorse, assume responsibility for,
assume power of attorney for, or lend his/her personal funds to a customer or supplier of
CNB, except where such customer or supplier is a member of the employees immediate family.
 5.
    
    Gifts and Fees:
 a.
    
    Employees shall not accept any gifts, entertainment or other questionable fees from
customers, prospective customers or suppliers.b.
    
    Employees shall not accept any fee or other form of remuneration, which violates the
law and, in any event, shall not accept any fee or other form of remuneration from CNB
customers, prospective customers or suppliers without the prior approval of the
President/CEO and/or EVP/COO. It is important to remember that Federal law makes it a
crime for a CNB employee to receive anything of value from anyone or give anything of value
to anyone in return for any business, service, or confidential information of the Bank and
from accepting or giving anything of value from anyone in connection with the business of
the Bank, either before or after a transaction is discussed or consummated. (Reference:
Bank Bribery  18 USC 215)c.
    
    Employees, as a result of their position with CNB, shall not directly or indirectly
accept any bequest or legacy from a CNB customer, except where such customer is a relative.
If an employee learns of such a legacy as a result of a customers probated will, he/she
shall report all pertinent facts to CNB President/CEO and/or EVP/COO, who in turn, shall
decide on the appropriateness of the acceptance of such a legacy or bequest.
 6.
    
    Dealing with Suppliers to CNB:CNB employees will select suppliers in a completely impartial manner on the basis of price,
quality, performance and suitability of the product or service. Each employee is expected to
avoid doing anything which could imply selection of a supplier on any basis other than the best
interests of CNB or which could give any supplier an improper advantage over another.7.
    
    Loans to Relatives:Employees are prohibited from approving extensions of credit to relatives or persons or
businesses with which they are in any way affiliated.8.
    
    Purchase of CNB Assets:In order that CNB employees avoid a conflict of interest or the appearance of a conflict of
interest, no employee or family member should purchase assets of CNB or of a trust or estate
administered by CNB except at public sale, or for reasonable value if approved by the
President/CEO and EVP/COO and a legal counsel.9.
    
    Personal Use of CNB Premises and Equipment:




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a.
    
    The use of CNBs bank equipment and premises for personal purposes by employees is
restricted, and the supervisor of the department in which the equipment is located must
authorize any usage.b.
    
    An appropriate fee or price may be charged for the personal use of any CNB equipment.
The supervisor in charge of the department will determine this fee or price.
 10.
    
    Access to Personal and Customer Accounts:Unauthorized and improper access to personal accounts and those of CNB Bank, Inc.s customers
shall not be permitted.11.
    
    Giving Advice to Customers:No employee shall give legal, accounting, or investment advice of any material nature to a
customer, or a prospective customer, except as may be necessary or appropriate in the
performance of a fiduciary duty or as may be otherwise required in the ordinary course of
his/her duties. Questions of this nature should be referred to independent, outside accountants
and lawyers. When referrals to professionals are made, several names should be provided without
any indication of favoritism.12.
    
    Fiduciary Appointments:Except with respect to the estate of or a trust created by a member of an employees family, an
employee should not seek or accept appointment as executor, trustee, trust advisor, or guardian
except with the written approval of President/CEO and/or EVP/COO and/or Banks Legal Counsel.13.
    
    Outside Activities:
 a.
    
    Employees should not engage in a business activity or any employment in addition to
their duties to CNB and its shareholders. Employees shall discuss with President/CEO
and/or EVP/COO all proposed outside employment and directorship of institutions, which are
not purely social, civic, religious, fraternal or philanthropic. Outside employment may be
considered only in cases of extreme financial hardship.b.
    
    Under no circumstances should any employee of CNB accept any position for compensation
or without compensation, either within or outside CNB, which will result in or, in the
foreseeable future, is likely to result in a conflict of interest with his/her position at
CNB. If there is any possibility of present or future conflict of interest, an employee is
obligated to inform President/CEO and/or EVP/COO through his/her manager of the facts and
circumstances of the situation and obtain the approval of the Senior Officers before
accepting the position.c.
    
    Entering into any sort of joint business venture with a customer or supplier of CNB
should be avoided under all circumstances. For the employees own protection, any
exception must always be reviewed in advance with a President/CEO and/or EVP/COO of CNB.
 14.
    
    Political Activities:
 a.
    
    CNB employees are encouraged to keep themselves well informed about political issues
and candidates and take an active interest in governmental affairs. Whenever they do so,
they act as individuals and not as representatives of CNB. Any campaigning that is done
shall not diminish the employees commitment to perform his/her job.b.
    
    In order to avoid any conflicts of interest, employees should discuss any contemplated
political candidacy with the President/CEO and/or EVP/COO.c.
    
    To avoid any interpretation, of CNB sponsorship or endorsement, neither CNBs name nor
its address should be used in any material mailed for fund solicitation nor should CNB be
identified in any advertisement or literature except in relation to a statement regarding
place of employment.d.
    
    CNB time, supplies, equipment and resources are not available to support political
activities of employees in either a direct or indirect manner.




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e.
    
    CNB Bank, Inc. shall charge the usual rate then in effect for any banking services
furnished within the ordinary course of business.
 15.
    
    Improper Payments:
 a.
    
    Employees are expected to comply with the laws and regulations of the United States and
other countries in which they may be operating. The use of corporate funds for any purpose
which contravenes the laws and regulations of the United States and such other countries is
strictly prohibited.b.
    
    CNB and its employees will not directly or indirectly pay bribes or otherwise attempt
to improperly influence any governmental, political, labor, or related persons or group in
any city, county, state or country.
 16.
    
    Convictions:CNB will not employ or retain employees who have been convicted of any act of dishonesty or
breach of trust.17.
    
    Personal Conduct:Employees, during or after work hours, should avoid involvement in any situations, incidents, or
dealings where such involvement by an employee would be detrimental to the integrity and/or
image of CNB.18.
    
    Failure to Comply:Any violation of CNB Ethical Standards and Code of Ethics is a most serious matter and will be
grounds for formal disciplinary action, which includes termination of employment. Such action
is in addition to any individual criminal liability, which might be imposed by applicable
federal, state or local laws.19.
    
    Complying with Laws, Regulations, Policies and ProceduresAll directors, officers and employees of CNB are expected to understand, respect and comply with
all of the laws, regulations, policies and procedures that apply to them in their respective
positions with CNB. Employees are responsible for talking with their supervisor to determine
which laws, regulations and CNB policies apply to their position and what training is necessary
to understand and comply with them.20.
    
    Public Company Reporting:As a public company, it is of critical importance that CNB Financial Services, Inc.s filings
with the Securities and Exchange Commission be accurate and timely. Depending upon their
position with CNB Financial Services, Inc., or CNB Bank, Inc., an employee, officer or director
may be called upon to provide necessary information to assure that CNB Financial Services,
Inc.s public reports are complete, fair and understandable. CNB expects employees, officers
and directors to take this responsibility very seriously and to provide prompt, accurate answers
to inquiries related to CNB Financial Service, Inc.s public disclosure requirements.21.
    
    Financial Statements and Other Records:All of CNBs books, records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect CNBs transactions and must conform both to applicable legal
requirements and to CNBs system of internal controls. Unrecorded or off the books funds or
assets should not be maintained unless permitted by applicable law or regulation.Records should always be retained or destroyed according to CNBs record retention policies. In
accordance with these policies, in the event of litigation or governmental investigation, please
consult the President/CEO and or EVP/COO.




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22.
    
    Reporting Illegal or Unethical Behavior:Employees, officers and directors who suspect or know of violations of this Code or illegal or
unethical business or workplace conduct by employees, officers or directors have an obligation
to contact either their supervisor or superiors or the appropriate contact of CNBs Audit
Committee. If the individuals to whom such information is conveyed are not responsive, or if
there is reason to believe that reporting to such individuals is inappropriate in particular
cases, then the employee, officer or director may contact CNBs external auditors. Such
communications will be kept confidential to the extent feasible. If concerns or complaints
require confidentiality, then this confidentiality will be protected to the extent feasible,
subject to applicable law.23.
    
    Accounting Complaints:CNBs policy is to comply with all applicable financial reporting and accounting regulations.
All complaints or concerns received from an employee of the Corporation regarding internal
controls or questionable accounting or auditing matters will be reported immediately to the
Audit Committee Chairperson. All such concerns will be set forth in writing using the
Employee Complaint Form and forwarded to The Audit Committee Chairperson, 348 Miranda Court,
Martinsburg, WV 25403. The Audit Committee Chairperson will then communicate the
complaint/concern to the other Audit Committee members. An investigation will be conducted
and results communicated to the appropriate individuals as directed by the Audit Committee.The names of bank employees submitting confidential, anonymous concerns shall remain anonymous
to the extent possible. No employee will be penalized or discriminated against by the
Corporation or any of its employees, contractors, subcontractors or other agents for providing
information or assisting in investigations involving alleged violations of securities laws,
SEC regulations or securities fraud.The Audit Committee Chairperson will maintain copies of all complaints, including any
supporting documentation.24.
    
    Non-Retaliation:CNB prohibits retaliation of any kind against individuals who have made good faith reports or
complaints of violations of this Code or other known or suspected illegal or unethical
conduct.25.
    
    Amendment, Modification and Waiver:This Code may be amended or modified by the Board of Directors of CNB Financial Services, Inc.
Waivers will be disclosed to shareholders as required by the Securities Exchange Act of 1934,
and the rules thereunder.